SiNtx Technologies Inc (SINT)

[CL101]

Hello BULLs!

Last post:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=138565713

Boston's blog:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=138856268

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If you read my last post, I mentioned 2 notes holders (magna & anson) are biting on AMDA's asset, then follow Sonny LLC. The $500K note holder, L2 doesn't hold the asset hostage (only require Zimmer to take over the loan in the M&A deal - if they haven't paid it off by the time the M&A announcement).

For the recently filed S-1 , we have to see the whole game plan that set out by Sonny as a bigger picture. Bird's eye view vs. linear view! Think tricky!

1. What if magna & anson don't cooperate & don't provide the letters of consent, then they will execute the already registered S-1. They just need to raise enough $3.2 mils (out of $10 mils filed in the S-1), then pay them off. Close the door, sign the deal with Zimmer WITHOUT LEAKING ANY CONFIDENTIAL INFO vs. if they have to ask letters of consent = consider leak right?

Secondly, raising only $3.2 mils but advertised $10 mils will accomplish the fund raising from current shares holders 3 times faster than just announce the exact amount of $3.2 mils!!! The rights offering can be cancelled anytime...as soon as they hit the amount they wanted (planned)...in analogy - think of charity fund raising at more places/events would be faster to accomplish to raise the amount originally wanted to raise.

And if the right offerings ever executed, then when the M&A announcement will have something look like this (including the cash tender or share exchange for preferred shares & rights):

https://www.prnewswire.com/news-releases/abbott-announces-extension-of-cash-tender-offer-for-all-outstanding-shares-of-series-b-convertible-perpetual-preferred-stock-of-alere-inc-300520703.html

https://www.sec.gov/Archives/edgar/data/318154/000119312512035376/d29060
8dex99a1i.htm

I highly doubt the rights that shareholders bought will have a chance to convert to common shares...which mean the M&A announcement will be announced before the share converting date...which is far far away...as we haven't seen the calendar for the S-1 yet...something similar to this...

Expected Rights Offering Calendar:

Ownership Date: Wednesday, Oct. 11, 2017 by 4 p.m. ET (NASDAQ closing bell)

Ex-Right Date: Thursday, Oct. 12, 2017

Record Date: Friday, Oct. 13, 2017

Expected Subscription Period:

Beginning date: Friday, Oct. 20, 2017

Ending date: Wednesday, Nov. 8, 2017 by 5 p.m. ET

Every rights offering is unique...calendar date range can be set in a very tight time frame...it's all up to the BOD.

2.Don't forget the "POS AM" of $12 per share exercise...that could work conjunction with the S-1.

If the S-1 is ever executed & they only need to raise $3.2 mil to pay these 3 note holders off, then they will have these warrants of $12 per share exercised AFTER the M&A announcement & BEFORE the consummation of the M&A (BEFORE FTC Approval)...like I have said in past posts...they have to register the warrants if they want to exercise prior the FTC approval.

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We performed our annual goodwill impairment test in the fourth quarter of 2017. In our annual impairment test, we determined our Spine reporting unit’s carrying value was in excess of its estimated fair value. As discussed in Note 2, we elected to early adopt ASU 2017-04 in the third quarter of 2017. This resulted in an impairment charge of $272.0 million, representing the amount by which the reporting unit’s carrying value exceeded its estimated fair value. This reporting unit includes goodwill from Zimmer as well as additional goodwill from both the Biomet and LDR mergers. The forecasts used to recognize the goodwill related to the spine product categories of Biomet and LDR assumed cross sale opportunities of the combined businesses, including the proprietary Mobi-C Cervical Disc acquired with LDR, would enable the reporting unit to grow faster than the overall spine market. The primary drivers of impairment were lower than expected sales due to sales force integration issues and additional complexities of combining the Zimmer, Biomet and LDR spine product supply chains. As a result, it will take longer than originally anticipated to realize the benefits of the mergers of the Biomet and LDR spine product categories.

As we can see Zimmer does not expect to see growth in their Spine division at the pace they originally anticipated (they overpaid for LDR, common synergistic over-calculation). As such LDR will not grow their spine revenue in the future at the levels they anticipated so they had to impair goodwill. I still contend that they acquired LDR more for its Geo-presence than for Mobi even though Mobi was needed in their portfolio.

This is exactly what CL & I have been saying about LDR and whatever growth that Hanson is touting from new products isn't coming from Biomet/LDR acquisitions.

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=138949257

Very good finding Boston! Exactly, LDRH (Acquisition in 3Q' 2016) didn't bring much organic growth to their Spine revenue:

Q1' 2016 (Before LDRH) = $141.2 mil
Q1' 2017 (After LDRH) = $186.3 mil (inorganic 32% growth)

Q2' 2016 (Before LDRH) = $145.8 mil
Q2' 2017 (After LDRH) = $194.0 mil (inorganic 33% growth)

Q3' 2016 (After LDRH) = $183.7 mil
Q3' 2017 (After LDRH) = $184.9 mil (no growth at all - after 4 consecutive quarters since acquisition)

Q4' 2016 (After LDRH) = $191.3 mil
Q4' 2017 (After LDRH) = $194.3 mil (~ 1.5% = pretty much flat - after 5 consecutive quarters since acquisition)

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001136869&type=10&dateb=&owner=exclude&count=40

Zimmer - No 2018 full year guidance = wait for M&A announcement to disclose it - on their Q1' CC - So M&A announcement could be sooner than their Q1 CC day !!! Bank on that man!

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Another quote that i found interesting.

Quote:
In 2017, we recognized increased freight costs due to expedited product shipments and increased investments in our specialized sales forces

No mention of this sort of investment into its specialized sales force in 2014-2016 10k's and is exactly what would be required to sell Si3N4 based products!

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=138953701

I am thinking the special salary/bonus/compensation packages for these 3 plus VPs from Zimmer working as secret operations before M&A announcement - M&A integration takes months/year esp. the sale/revenue growth is vital for Zimmer as of now, so they won't take the same route like LDRH (integration after M&A) ... as they are still under Zimmer's payroll man (pre-arrangement compensation package before they left). No way that Amedica's little revenue can compensate their high wage.

Like always,

99% M&A for sure + I need to see the last 1% - which is the M&A announcement to confirm it...which make it 100%! These BEARs must watch out...surprise for them is coming very soon! I still think before Zimmer 1Q CC! Japan approval in between & our 10-K for 2017 which shows $20 mils revenue!

I know these BEARs will not stop their BS like BK, death spiral magna magna, anson anson, desperate as hell...LMAO.

Everytime I read MBD (another alias of F.S.uno-cinco, ta87, blue popeyes monkey, SNAPSSS):

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Investment Philosophy Do what makes you successful, then do it over and over and over again..
Occupation MAKINGBIIIIIIIIIIIIIIIGDOUGH on da low! (hehehehe)
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What a shame! God??? For real? Shake my head! Shorting & Stealing $ against religious - LMAO...yah sure! I don't buy it even half a penny! hahaha...

Will post more stuff next time folks...